Karachi: 1. You have requested us to provide 300 printed copies of the Scheme of Amalgamation/Merger. In this regard, we would like to inform you that the Merger Petition of CCIL with and into ICL (the “Petition’) shall be filed in the Honourable Lahore High Court in the very near future. The Scheme of Arrangement has not been finalized and its draft copy has been provided to you vide our letter No. ICL/SCY-3/80 dated September 30, 2011. The printed copies of the Scheme of Amalgamation/Merger shall be provided to you as soon as, subject to its finalization.
2. The Certified Copy of the Special Resolution passed by the shareholders in the Annual General Meeting of the Company held on October 31, 2011, is enclosed along with this letter.
3. We would like to bring to your attention that on the filing of the Petition in the Honourable Lahore High Court, we will be providing you with the certified copy of the Court Order sanctioning the Scheme of Amalgamation/Merger of CCIL with and into ICL, on the receipt of the sanction order by the Respective Court.
4. There is no such change in the paid-up capital of the Company.
Certified True Copy of the Special Resolution Passed by the Shareholders in the Annual General Meeting of the Company Held on October 31, 2011 at 11:30 a.m. at the Registered Office of the Company, 39-Empress Road, Lahore.
Resolved that the Scheme of arrangement for merger (the “Scheme”) put before the meeting for the merger of Chemi Chloride Industries Limited (CCIL) with and into Ittehad Chemicals Limited (ICL) be and is hereby approved subject to the completion of the formalities and approval by the Honourable Lahore High Court, under the provisions of the Companies Ordinance, 1984.
Further resolved that the merger petition between Chemi Chloride Industries Limited (CCIL) and Ittehad Chemicals Limited (ICL) be and is hereby approved and the said merger petition shall be presented in the Court.
Further resolved that Mr. Muhammad Siddique Khatri, Chief Executive of the Company and/or Mr. Abdul Sattar Khatri, Director of the Company, be and is/are hereby authorized to do or cause to be done, on behalf of the Company, all acts, deeds and things as may be considered necessary or appropriate for implementing the merger of Chemi Chloride Industries Limited (CCIL) with and into Ittehad Chemicals Limited (ICL) and without prejudice to the generality of this authority:
(a) To file petitions, applications and affidavits and to make statements;
(b) To engage and instruct legal counsel; and
(c) to delegate all or any of his/her/their powers hereby granted in favor of legal counsel and to authorize counsel to exercise such powers and to make statements in court.
For more information, contact:
Ittehad Chemicals limited
39-Empress Road, P.O. Box 1414,
PABX: (042) 36306586 – 88 and 36306482
Fax: (042) 36365697